UMeWorld Posts Deepening Losses Amid Redomiciliation, Asia Pivot

TL;DR

**UMEW is a speculative bet on a struggling company's pivot to functional cooking oil and Asian expansion, but its deep losses and going concern warning make it a high-risk play.**

AI Summary

UMeWorld Inc. (UMEW) reported a net loss of $258,176 for the fiscal year ended September 30, 2025, an increase from a net loss of $224,465 in 2024 and $306,340 in 2023. Revenues for 2025 were $2,222, a significant increase from $941 in 2024, but still insufficient to cover operating expenses of $251,563. The company has an accumulated deficit of $31,929,644 and a working capital deficiency of $323,911 as of September 30, 2025. UMEW completed a redomiciliation from the British Virgin Islands to Delaware on October 2, 2025, and changed its name from UMeWorld Limited to UMeWorld Inc. The company's business model has shifted to focus on the DAGola functional cooking oil product line, with plans for Asia-Pacific expansion through subsidiaries like Dagola Hong Kong Limited and Guangzhou Duokanglong Special Medical Nutrition Technology Co., Ltd. UMEW also noted material weaknesses in internal control over financial reporting and is exploring speculative biofuel and Sustainable Aviation Fuel (SAF) feedstock initiatives.

Why It Matters

UMeWorld's redomiciliation to Delaware and strategic pivot to functional nutrition, particularly the DAGola product line, represents a high-stakes gamble for investors. The company's persistent losses and working capital deficiency raise significant going concern doubts, indicating a precarious financial position. For employees and customers, the success of the DAGola brand and the Asia-Pacific expansion will dictate future stability and product availability. In a highly competitive functional nutrition market, UMEW faces an uphill battle against larger, more established players, making its ability to secure additional financing and execute its distribution strategy critical for survival and market relevance.

Risk Assessment

Risk Level: high — UMeWorld Inc. exhibits a high risk level due to its significant historical losses, including a net loss of $258,176 in 2025, and an accumulated deficit of $31,929,644. The company also has a working capital deficiency of $323,911 as of September 30, 2025, leading auditors to raise substantial doubt about its ability to continue as a going concern. Furthermore, the company explicitly states it will require substantial additional financing to sustain operations and fund its Asia-Pacific expansion, with no assurance of securing such capital.

Analyst Insight

Investors should exercise extreme caution and consider UMEW a highly speculative investment. Given the going concern warning and the need for substantial additional financing, potential investors should wait for clear evidence of sustained revenue growth from the DAGola product line and successful capital raises before considering any position.

Financial Highlights

debt To Equity

N/A

revenue

$2,222

operating Margin

N/A

total Assets

$170,409

total Debt

$494,320

net Income

$(258,176)

eps

N/A

gross Margin

N/A

cash Position

$154,353

revenue Growth

136.1%

Revenue Breakdown

Key Numbers

• $2,222 — Revenues (for the fiscal year ended September 30, 2025, up from $941 in 2024)
• $(258,176) — Net loss (for the fiscal year ended September 30, 2025, compared to $(224,465) in 2024)
• $(31,929,644) — Accumulated deficit (as of September 30, 2025, indicating significant historical losses)
• $(323,911) — Working capital deficiency (as of September 30, 2025, raising going concern doubts)
• $170,409 — Total assets (as of September 30, 2025, up from $121,979 in 2024)
• $494,320 — Total liabilities (as of September 30, 2025, up from $487,714 in 2024)
• 114,785,005 — Ordinary shares outstanding (as of December 23, 2025)
• $146,490 — Net cash provided by financing activities (for the fiscal year ended September 30, 2025, up from $94,446 in 2024)
• $(113,946) — Net cash used in operating activities (for the fiscal year ended September 30, 2025, a significant increase from $(30,072) in 2024)
• $154,353 — Cash and cash equivalents (as of September 30, 2025, up from $121,809 in 2024)

Key Players & Entities

• UMeWorld Inc. (company) — Registrant, formerly UMeWorld Limited
• Dagola Inc. (company) — wholly owned subsidiary conducting U.S. operations
• Dagola Hong Kong Limited (company) — regional holding and administrative entity for Asia-Pacific
• Guangzhou Duokanglong Special Medical Nutrition Technology Co., Ltd. (company) — expected distribution and commercialization entity in PRC
• Michael Lee (person) — Company Contact Person
• FINRA (regulator) — reviewing corporate actions related to redomiciliation
• Delaware (regulator) — new jurisdiction of incorporation
• British Virgin Islands (regulator) — former jurisdiction of incorporation
• DAGola (company) — functional cooking oil product line
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has incurred significant historical losses, resulting in an accumulated deficit of $31,929,644 and a working capital deficiency of $323,911 as of September 30, 2025. Revenues of $2,222 in 2025 were insufficient to cover operating expenses, raising substantial doubt about the company's ability to continue as a going concern.
• Dependence on Future Financing [high — financial]: UMeWorld requires substantial additional financing to sustain operations and fund its Asia-Pacific expansion, including the DAGola product line and speculative biofuel initiatives. The ability to secure this capital through equity, debt, or partnerships is uncertain.
• Material Weaknesses in Internal Control [medium — operational]: The company disclosed material weaknesses in its internal control over financial reporting. This increases the risk of errors in financial statements and potential fraud, impacting investor confidence and regulatory compliance.
• New Product Line Adoption Risk [medium — market]: The company's business model has shifted to focus on the DAGola functional cooking oil product line. Success depends on market acceptance and demand for this new product, with significant expansion plans in the Asia-Pacific region.
• Speculative Biofuel Initiatives [medium — market]: UMeWorld is exploring early-stage biofuel and Sustainable Aviation Fuel (SAF) feedstock initiatives. These are speculative ventures with inherent risks related to technological feasibility, market demand, and regulatory hurdles.
• Asia-Pacific Expansion Compliance [medium — regulatory]: Expanding into the Asia-Pacific market through subsidiaries like Dagola Hong Kong Limited and Guangzhou Duokanglong Special Medical Nutrition Technology Co., Ltd. involves navigating complex regulatory environments in different jurisdictions.

Industry Context

UMeWorld operates in the functional food and potentially the biofuel/SAF feedstock sectors. The functional food market is driven by increasing consumer health consciousness, while the biofuel sector is influenced by environmental regulations and demand for sustainable energy solutions. Competition in both areas can be intense, requiring significant investment in product development, marketing, and regulatory compliance.

Regulatory Implications

The company's expansion into the Asia-Pacific region necessitates compliance with diverse and potentially stringent regulatory frameworks for food products and emerging energy sectors. Material weaknesses in internal controls also pose regulatory risks, potentially leading to increased scrutiny and penalties.

What Investors Should Do

1. Monitor future financing activities closely.
2. Evaluate the progress and market acceptance of the DAGola product line.
3. Assess the viability and resource allocation for speculative biofuel initiatives.
4. Review the remediation plans for material weaknesses in internal controls.

Key Dates

• 2025-09-30: Fiscal Year End — Reported net loss of $258,176 and working capital deficiency of $323,911, highlighting ongoing financial challenges.
• 2025-10-02: Redomiciliation and Name Change — Completed redomiciliation from British Virgin Islands to Delaware and changed name to UMeWorld Inc., potentially impacting corporate structure and governance.

Glossary

Accumulated deficit

The total cumulative net losses of a company since its inception that have not been offset by net income. (Indicates UMeWorld's history of unprofitability, with a deficit of $31,929,644 as of September 30, 2025.)

Working capital deficiency

Occurs when a company's current liabilities exceed its current assets, indicating a short-term liquidity shortfall. (UMeWorld has a working capital deficiency of $323,911 as of September 30, 2025, raising concerns about its ability to meet short-term obligations.)

Going concern

An assumption that a company will continue to operate for the foreseeable future, typically at least the next 12 months. (The company's auditors have raised substantial doubt about UMeWorld's ability to continue as a going concern due to its financial condition.)

Redomiciliation

The process of transferring a company's legal domicile from one jurisdiction to another. (UMeWorld completed a redomiciliation from the British Virgin Islands to Delaware on October 2, 2025, which can affect legal, tax, and regulatory aspects.)

Material weakness

A deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. (UMeWorld reported material weaknesses, increasing the risk of financial misstatements and impacting investor confidence.)

Year-Over-Year Comparison

Revenue for the fiscal year ended September 30, 2025, increased significantly by 136.1% to $2,222, up from $941 in 2024, driven by the focus on the DAGola product line. However, the net loss also widened to $258,176 from $224,465 in the prior year, indicating that revenue growth has not yet translated into profitability. Operating cash outflows increased substantially, and the company continues to face a working capital deficiency, underscoring persistent financial challenges. New risks related to the speculative biofuel initiatives and the execution of the Asia-Pacific expansion strategy have emerged.

Key Financial Figures

• $0.0001 — registered Ordinary Shares, par value $0.0001 per share N/A N/A Securities regist
• $ — to the legal currency of Hong Kong and "$," "dollars," "US
  quot; or "U.S. dollars" re
• $31,929,644 — resulting in an accumulated deficit of $31,929,644 and a working capital deficiency of $32
• $323,911 — 644 and a working capital deficiency of $323,911 as of September 30, 2025. Our revenues
• $2,222 — September 30, 2025, 2024 and 2023 were $2,222, $941 and $1,401, respectively, and hav
• $941 — er 30, 2025, 2024 and 2023 were $2,222, $941 and $1,401, respectively, and have not
• $1,401 — 25, 2024 and 2023 were $2,222, $941 and $1,401, respectively, and have not been suffic

Filing Documents

• umewf_20f.htm (20-F) — 911KB
• umewf_ex103.htm (EX-10.3) — 62KB
• umewf_ex121.htm (EX-12.1) — 9KB
• umewf_ex122.htm (EX-12.2) — 9KB
• umewf_ex131.htm (EX-13.1) — 4KB
• umewf_ex132.htm (EX-13.2) — 4KB
• umewf_20fimg4.jpg (GRAPHIC) — 2KB
• umewf_20fimg5.jpg (GRAPHIC) — 23KB
• 0001477932-25-009175.txt ( ) — 3965KB
• umewf-20250930.xsd (EX-101.SCH) — 35KB
• umewf-20250930_lab.xml (EX-101.LAB) — 209KB
• umewf-20250930_cal.xml (EX-101.CAL) — 38KB
• umewf-20250930_pre.xml (EX-101.PRE) — 192KB
• umewf-20250930_def.xml (EX-101.DEF) — 112KB
• umewf_20f_htm.xml (XML) — 482KB

Description of Securities Other Than Equity Securities

Description of Securities Other Than Equity Securities 30 PART II Item 13. Default, Dividend Arrearages and Delinquencies 31 Item 14. Material Modifications to the Rights of Securities Holders and Use of Proceeds 31 Item 15.

Controls and Procedures

Controls and Procedures 31 Item 16A. Audit Committee Financial Experts 32 Item 16B. Code of Ethics 32 Item 16C. Principal Accountant Fees and Services 33 Item 16D. Exemptions from the Listing Standards for Audit Committee 33 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 33 Item 16F. Change in Registrant's Certifying Accountant 33 Item 16G Corporate Governance 33 Item 16H. Mine Safety Disclosure 33 Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 33 Item 16J. Insider Trading Policy 33 Item 16K. Cybersecurity 33 PART III Item 17.

Financial Statements

Financial Statements 34 Item 18.

Financial Statements

Financial Statements 34 Item 19. Exhibits 34 3 Table of Contents INTRODUCTION In this annual report, except where the context otherwise requires and for purposes of this annual report only: "we," "us," "our," "our company" and "UMeWorld" refer to UMeWorld Limited, a British Virgin Islands company, together with its consolidated subsidiaries, for periods prior to October 2, 2025, and to UMeWorld Inc., a Delaware corporation, as the surviving entity following our continuation and redomiciliation on October 2, 2025; "China" or "PRC" refers to People's Republic of China, and for the purpose of this annual report, excludes Taiwan, Hong Kong and Macau; "shares" or "ordinary shares" refer to our ordinary shares of UMeWorld Limited outstanding during the periods presented; "common shares" refer to the common stock of UMeWorld Inc. following the continuation into Delaware; "RMB" or "Renminbi" refers to the legal currency of China, "HK

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION We are a holding company that was incorporated in the British Virgin Islands. On October 2, 2025, we completed a redomiciliation to Delaware and changed our name to UMeWorld Inc.; however, certain regulatory reviews, including FINRA review, are ongoing. As a holding company with no operations, we conduct all of our operations through our wholly owned subsidiary, Dagola Inc., in the United States. Holders of our equity securities hold interests in the holding company and do not directly hold equity interests in our operating subsidiaries. As a holding company with no operations, we conduct all of our operations through our wholly owned subsidiary Dagola Inc. in the United States. Holders of our Ordinary Shares are shares of the holding company that is incorporated in the British Virgin Islands and should be aware that they may never directly hold equity interests in our subsidiary. The following selected financial information should be read in connection with, and is qualified by reference to, our consolidated financial statements and their related notes and the section entitled "Operating and Financial Review and Prospects" included elsewhere in this annual report. The consolidated statements of operations and other comprehensive loss data for the fiscal years ended September 30, 2025, 2024 and 2023 and the consolidated balance sheets data as of September 30, 2025, 2024 and 2023 are derived from audited consolidated financial statements included elsewhere in this annual report. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period. Selected Consolidated Statements of Operations and Other Comprehensive Loss Data: For the Years Ended September 30, 2025 2024 2023 Revenues 2,222 941 1,401 Gross loss (6,655 ) (634 ) (3,145 ) Operating expenses (251,563 ) (223,831 ) (303,195 ) Other income, net 42 - - Loss From Operations Before Income Taxes

Risk Factors

Risk Factors Investment in our ordinary shares involves a high degree of risk. You should carefully consider the risk factors described below, together with all of the other information contained in this annual report on Form 20-F, before deciding whether to invest in our ordinary shares. If any of the events described in these risk factors actually occurs, our business, financial condition, results of operations or cash flows could be materially and adversely affected. In such case, the trading price of our ordinary shares could decline, and you may lose all or part of your investment. Additional risks that we do not currently know about, or that we currently believe are immaterial, may also impair our business and the value of our ordinary shares. Risks Related to Our Financial Condition and Going Concern We have significant historical losses, a working capital deficiency, and may continue to incur losses, raising substantial doubt about our ability to continue as a going concern. We have incurred annual operating losses since our inception, resulting in an accumulated deficit of $31,929,644 and a working capital deficiency of $323,911 as of September 30, 2025. Our revenues for the years ended September 30, 2025, 2024 and 2023 were $2,222, $941 and $1,401, respectively, and have not been sufficient to sustain our operations. Our auditors have included an explanatory paragraph in their report stating that these conditions raise substantial doubt about our ability to continue as a going concern. Our continuation as a going concern depends on our ability to obtain additional sources of capital and financing and to generate sufficient revenues from our functional nutrition and related businesses. There is no assurance that we will be successful in doing so. If we are unable to raise the required capital or generate adequate revenues, we may be forced to curtail business development activities and, ultimately, cease operations. We will require substantial addit

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